Formation of a Gibraltar Non-Resident Company
A limited liability company in Gibraltar is ideal for international business purposes. It is a stable EU jurisdiction that offers legitimate tax advantages and VAT exemption.
A Gibraltar non-resident company is commonly used for international trading and holding businesses, as well as for e-commerce.
FACTS & INFO
A duly incorporated limited liability company constitutes a separate legal entity and may sue and can be sued in its own name. An LLC may take the form of a private company either limited by shares, or by personal guarantee of its members or a public company. The most popular option is undoubtedly the private company limited by shares.
Gibraltar companies must use the suffix "Limited" or "Ltd." to denote limited liability and can use any name unless it includes words such as "Empire", "Crown", "Imperial", "Windsor", "Royal", "Chartered", or "Municipal". Special consent is required for names such as "European", "Gibraltar" or "International".
MEMORANDUM AND ARTICLES OF ASSOCIATION
To register a limited liability company, a memorandum and articles of association must be prepared by a licensed law practitioner and filed at Companies House Gibraltar. A memorandum specifies the activities in which the company may engage, and the articles of association specify the rules governing the internal management of the company.
The number of shareholders in a private LLC may be from 1 to 50. In the case where there is a sole shareholder, who may be a corporate body or an individual, the memorandum and articles of association should include a special provision stating that there is only one shareholder in the company. Details of shareholders appear on the public file but anonymity can be preserved by the use of nominee shareholders. Bearer shares cannot be issued.
A Gibraltar limited company may be registered with an authorised share capital of £2,000, which is the maximum share capital that attracts the minimum capital duty.
DIRECTORS AND COMPANY SECRETARY
The minimum number of directors is one, who may be a corporate body or an individual. The full name, nationality, residential address and occupation, together with a copy of a passport, are required. Details of the directors appear on the public file but anonymity can be preserved by the use of nominee directors. It is also practical that a resident company secretary is appointed.
Every company registered in Gibraltar is required to have a registered office and address in Gibraltar, which should be notified at Companies House.
Company meetings need not be held in Gibraltar.
Incorporation time is usually 3 to 7 working days.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $1,250. These include:
- Provision of registered office
- Provision of company secretary
- Preparing and submitting of annual return
- Payment of annual compliance fee (Note: This is not included in the annual maintenance fee. The cost of this service will be $250 per annum)
In order to qualify for non-resident status, the company must be managed and controlled from outside of Gibraltar. It is not subject to any local taxes except for corporate tax on profits remitted to Gibraltar. Non-resident controlled companies are permitted to trade within Gibraltar and with Gibraltarian companies, but in this case, they are subject to corporate tax of 10%.
The requirements for non-resident status include:
- The company must be completely owned by non-residents. Residents and Gibraltarians may not hold any shares or interests in the company.
- Directors can be of any nationality and must not reside in Gibraltar.
- All board meetings must take place outside Gibraltar.
AUDIT AND ACCOUNTING
All Gibraltar registered companies must file annual returns showing details of shareholders and directors, and must submit their accounts with Companies House.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with Companies House Gibraltar
- Registration with the Gibraltar tax office
- Provision of registered office and registered address for one year
- Provision of company secretary for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Gibraltar.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.